Sec Form 4 Filing - FRANCISCO PARTNERS GP MANAGEMENT III (CAYMAN), LTD. @ ICHOR HOLDINGS, LTD. - 2017-11-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person FRANCISCO PARTNERS GP MANAGEMENT III (CAYMAN), LTD. 2. Issuer Name and Ticker or Trading Symbol ICHOR HOLDINGS, LTD. [ ICHR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING C, SUITE 410 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2017 (Street) SAN FRANCISCO, CA94129 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares, par value $0.0001 11/14/2017 J( 1 ) 1,940,257 ( 2 ) D $ 0 ( 1 ) 3,880,513 I See footnotes ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRANCISCO PARTNERS GP MANAGEMENT III (CAYMAN), LTD. ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO, CA94129 X FRANCISCO PARTNERS GP III (CAYMAN), L.P. ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO, CA94129 X FRANCISCO PARTNERS III (CAYMAN), L.P. ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO, CA94129 X FRANCISCO PARTNERS PARALLEL FUND III (CAYMAN), L.P. ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO, CA94129 X ICHOR INVESTMENT HOLDINGS, LLC ONE LETTERMAN DRIVE BUILDING C, SUITE 410 SAN FRANCISCO, CA94129 X Signatures /s/ Andrew Kowal, a Director of Francisco Partners GP Management III (Cayman), Limited 11/16/2017 Signature of Reporting Person Date /s/ Andrew Kowal, a Director of the General Partner of Francisco Partners GP III (Cayman), L.P. 11/16/2017 Signature of Reporting Person Date /s/ Andrew Kowal, a Director of the General Partner of the General Partner of Francisco Partners III (Cayman), L.P. 11/16/2017 Signature of Reporting Person Date /s/ Andrew Kowal, a Director of the General Partner of the General Partner of Francisco Partners Parallel Fund III (Cayman), L.P. 11/16/2017 Signature of Reporting Person Date /s/ Andrew Kowal, a Director of the General Partner of the Manager of Ichor Investment Holdings, LLC 11/16/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 14, 2017, each of Francisco Partners III (Cayman), L.P. ("FP III Cayman"), Francisco Partners Parallel Fund III (Cayman), L.P. ("FPPF III Cayman") and Ichor Investment Holdings, LLC ("IIH LLC") made a distribution-in-kind to its partners, on a pro rata basis for no additional consideration, of ordinary shares of Ichor Holdings, Ltd. ( 2 )Includes (a) 1,725,930 ordinary shares that were directly held by FP III Cayman, (b) 19,932 ordinary shares that were directly held by FPPF III Cayman and (c) 194,395 ordinary shares that were directly held by IIH LLC . ( 3 )Francisco Partners GP III (Cayman), L.P. ("FP GP III") is the general partner of each of FP III Cayman and FPPF III Cayman and the manager of IIH LLC. Francisco Partners GP Management III (Cayman), Limited ("FP GP III Management") is the general partner of FP GP Cayman III. In those capacities, FP GP III and FP GP III Management may be deemed to share voting and dispositive power with respect to the shares owned by FP III Cayman, FPPF III Cayman and IIH LLC. FP GP III and FP GP III Management may be deemed to share voting and dispositive power with respect to the shares owned by FP III Cayman, FPPF III Cayman and IIH LLC. An investment committee comprised of Dipanjan Deb, David R. Golob, Keith Geeslin and Ezra Perlman, certain of the managers of FP GP III Management, share voting and dispositive power with respect to the shares beneficially held by FP GP III Management. ( 4 )(Continued from Footnote 3) Each of FP GP III, FP GF III Management and Messrs. Deb, Golob, Geeslin and Perlman expressly disclaims beneficial ownership of any shares, except to the extent of their pecuniary interest.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.